Base Prospectus - Malta Financial Services Authority

TERMS AND CONDITIONS OF THE NOTES
The following are the Terms and Conditions of the Notes which (subject to the removal of the
wording in italics in Condition 3(c) and Condition 9(a) which shall not form part of the Terms and
Conditions) will be incorporated by reference into each global Note and each definitive Note, in the
latter case only if permitted by the relevant stock exchange or other relevant authority (if any) and
agreed by the Issuer and the relevant Dealer at the time of issue but, if not so permitted and
agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and
Conditions. The following Terms and Conditions will be applicable to each VPS Notes. VPS Notes
will not be evidenced by any physical note or document of title other than statements of account
made by the VPS. Ownership of VPS Notes will be recorded and transfer effected only through the
book entry system and register maintained by the VPS. Part A of the applicable Final Terms in
relation to any Tranche of Notes (including VPS Notes) may specify other terms and conditions
which shall, to the extent so specified or to the extent inconsistent with the following Terms and
Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes.
The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached
to, each global Note and definitive Note. Reference should be made to ‘‘Form of the Notes’’ for a
description of the content of the Final Terms which will specify which of such terms are to apply in
relation to the relevant Notes.
This Note is one of a Series (as defined below) of Notes issued by DnB NOR Bank ASA (the
‘‘Issuer’’) constituted by a Trust Deed (such Trust Deed as modified and/or supplemented and/or
restated from time to time, the ‘‘Trust Deed’’) dated 30th April, 2004 made between the Issuer and
The Law Debenture Trust Corporation p.l.c. (the ‘‘Trustee’’, which expression shall include any
successor as Trustee).
References herein to the ‘‘Notes’’ shall be references to the Notes of this Series and shall
mean:
(i) in relation to any Notes represented by a global Note, units of the lowest Specified
Denomination in the Specified Currency;
(ii) (in the case of Bearer Notes), definitive Bearer Notes issued in exchange (or part
exchange) for a global Note;
(iii) (in the case of Registered Notes) definitive Registered Notes;
(iv) any global Note; and
(v) Notes cleared through the Norwegian Central Securities Depository, the
Verdipapirsentralen (‘‘VPS Notes’’ and the ‘‘VPS’’, respectively).
The Notes, the Receipts (as defined below) and the Coupons (as defined below) have the
benefit of an Amended and Restated Agency Agreement (such Amended and Restated Agency
Agreement as amended, supplemented or restated from time to time, the ‘‘Agency Agreement’’)
dated 8th September, 2006, and made between the Issuer, the Trustee, Citibank, N.A., London
office as issuing and principal paying agent and agent bank (the ‘‘Agent’’, which expression shall
include any successor agent), the other paying agents named therein (together with the Agent, the
‘‘Paying Agents’’, which expression shall include any additional or successor paying agents),
Citibank, N.A., London office as Exchange Agent (the ‘‘Exchange Agent’’, which expression shall
include any successor exchange agent), Citigroup Global Markets Deutschland AG & Co. KgaA as
registrar (the ‘‘Registrar’’, which expression shall include any successor registrar) and Kredietbank
S.A. Luxembourgeoise and Citigroup Global Markets Deutschland AG & Co. KgaA as transfer
agents (together, the ‘‘Transfer Agents’’, which expression shall include any additional or
successor transfer agent). Each Tranche of VPS Notes will be created and held in uncertificated
book entry form in accounts with the VPS. DnB NOR Bank ASA, Verdipapirservice (the ‘‘VPS
Account Manager’’) will act as agent of the Issuer in respect of all dealings with the VPS in
respect of VPS Notes.
Interest bearing definitive Bearer Notes have interest coupons (‘‘Coupons’’) and, if indicated
in the applicable Final Terms, talons for further Coupons (‘‘Talons’’) attached on issue. Any
reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed
to include a reference to Talons or talons. Definitive Bearer Notes repayable in instalments have
receipts (‘‘Receipts’’) for the payment of the instalments of principal (other than the final
instalment) attached on issue. Registered Notes, in definitive or global form, do not have Receipts
or Coupons attached on issue.
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